To return the signed agreement you may fax it to 207-561-6498 or contact us for email instructions.

Urtruckstuff.com llc Affiliate Agreement

THIS AGREEMENT (the “Agreement) is made as of the day of , 20, by and between UrTruckstuff.com
llc,
a Limited Liability Company a Wyoming
corporation (the “Company”), and ,
a (the “Affiliate,” and collectively, the
“Parties”).

WHEREAS Affiliate wishes to include certain materials promoting
Company, and to include a link to Company’s website within those materials on
Affiliate’s website;

NOW THEREFORE, in consideration of the mutual promises,
covenants, warranties, and other good and valuable consideration set forth
herein, the Parties agree as follows:

1.Promotional
Materials.Company shall make available
to Affiliate certain banner advertisements, button links, text links, and/or
other graphic or textual material for display and use on the Affiliate website
(the “Promotional Materials”).Affiliate
shall display the Promotional Materials on Affiliate’s website prominently and
as Affiliate sees fit, provided that the manner of display shall be subject to
the terms and conditions of this Agreement.Affiliate shall also include a link from the Promotional Materials to
Company’s website, as specified by Company.

2.Use of Promotional Materials.The Affiliate’s use and display of the
Promotional Materials on the Affiliate’s site shall conform to the following
terms, conditions and specifications:

a.Affiliate may not use any graphic, textual or other materials to
promote Company’s website, products or services other than the Promotional
Materials, unless Company agrees to such other materials in writing prior to
their display.

b.Affiliate
may only use the Promotional Materials for the purpose of promoting Company’s
website (and the products and services available thereon), and for linking to
Company’s website.

c.The Promotional Materials will
be used to link only to Company’s website, to the specific page and address as
specified by Company.

d.Affiliate
will not alter, add to, subtract from, or otherwise modify the Promotional
Materials as they are prepared by Company.If Affiliate wishes to alter or otherwise modify the Promotional Materials,
Affiliate must obtain prior written consent from Company for such alteration of
modification.

3.License.Company hereby grants to Affiliate a nonexclusive, nontransferable
license (the “License”) to use the Promotional Materials as specified under the
terms and conditions of this Agreement.The term of the License shall expire upon the expiration or termination
of this Agreement.

4.Intellectual Property.Company retains all right, ownership, and
interest in the Promotional Materials, and in any copyright, trademark, or
other intellectual property in the Promotional Materials.Nothing in this Agreement shall be construed
to grant Affiliate any rights, ownership or interest in the Promotional
Materials, or in the underlying intellectual property, other than the rights to
use the Promotional Materials granted under the License, as set forth in
Section 3.

5.Relationship of Parties.This Agreement shall not be construed to
create any employment relationship, agency relationship, or partnership between
Company and Affiliate.Affiliate shall
provide services for Company as an independent contractor.Affiliate shall have no authority to bind
Company into any agreement, nor shall Affiliate be considered to be an agent of
Company in any respect.

6.Commissions.

a.In
exchange for Affiliate’s display of the Promotional Materials, and for
Affiliate’s compliance with and performance of the terms and conditions of this
Agreement, Company shall pay to Affiliate a commission (the “Commission”) in
the amount of: :

10% commission per (product or subscription) sold to a user that accesses
Company’s website through a link on Affiliate’s website.

b.Company shall keep accurate and up-to-date
records of the data used to determine the total amount of Commissions owed to
Affiliate.Affiliate shall be given
reasonable access to these records upon request.Any discrepancy between the amount of Commissions
owed according to these records, and the actual amount of Commissions paid to
Affiliate in any period or periods shall be rectified by Company within 14 days
of discovering such discrepancy.

c.(if
applicable) For the purposes of this Agreement, a “Bona Fide Click-Through”
shall be defined as any successful attempt by a visitor of Affiliate’s website
to click on the link within the Promotional Materials on Affiliate’s website
and to visit Company’s website.Company
shall have sole discretion to determine whether any particular click-through or
class of click-throughs shall qualify as Bona Fide Click-Throughs.Affiliate shall not attempt to: (i)
artificially attempt to generate click-throughs to Company’s website by use of
deception or misrepresentation; (ii) manipulate, incentivize, or otherwise
encourage Affiliate’s employees, agents, customers, or other persons to click the
link to the Company’s website for any purpose other than the promotion of the
services and/or products offered through Company’s website; or (iii) create or
employ any mechanism designed to artificially or automatically generate click-throughs
to Company’s website.

d.Company shall pay all Commissions accrued and
payable to Affiliate within 7 days of the first day of each month (the
“Commission Payment Date”).If on any
Commission Payment Date, the amount of total
Commissions accrued and payable to Affiliate is less than $ 50.00 , then such
accrued and payable balance shall be held over to the following month, and paid
together with the Commissions due for that month.If at any time, the balance of accrued and
payable Commissions is held over for 2 consecutive months, then Company shall
pay all accrued and payable Commissions to Affiliate in the third month,
regardless of the total amount owed.

e.In the event that Affiliate materially
breaches this Agreement and Company terminates this Agreement within 30 days of
such breach, then any accrued and payable Commissions owing to Affiliate shall
be forfeited, and Company shall not be obligated to pay such Commissions to
Affiliate.

7.Affiliate’s
Representations and Warranties.Affiliate represents and warrants the following:

a.Affiliate has the legal authority to enter into this Agreement and to
be bound to the promises, covenants, and other duties set forth in this
Agreement.

c.Affiliate has obtained any necessary clearances, licenses, or other
permission for any intellectual property used on Affiliate’s website.Nothing on Affiliate’s website infringes upon
the intellectual property rights of any person or entity.No person or entity has brought or threatened
an action claiming such infringement, nor does Affiliate have any reason to
believe that any person or entity will bring or threaten such a claim in the
future.

d.Affiliate will not use the Promotional Materials in any manner other
than those set forth in Section 2 above.

e.Affiliate will not make any claim to ownership of the Promotional
Materials, or of the copyright, trademark, or other intellectual property
therein.

f.Affiliate will not publish or otherwise
distribute any advertising materials for Affiliate’s website that reference
Company or Company’s website unless Company gives prior written consent to the
distribution of such materials.Affiliate will not use Company’s name (or any name that is confusingly
similar to Company’s name) for any purpose on its website, in its promotional
materials, or in any other context except to promote Company’s website as
specified in this Agreement.Affiliate
will not register any domain name that incorporates Company’s name, or that is
confusingly similar to Company’s name.

g.Affiliate will not engage in the distribution of any unsolicited bulk
emails (spam) in any way mentioning or referencing Company or Company’s
website.

8.Indemnification.Affiliate shall indemnify Company and hold harmless
Company from any claim, damage, lawsuit, action, complaint, or other costs
arising out of any breach of Affiliate’s warranties set forth in Section 7
above. Affiliate shall also indemnify
and hold harmless Company for any damage, loss or other cost arising out of the
use or misuse by Affiliate of the Promotional Materials.

9.Confidentiality.Any information that Affiliate is exposed to
by virtue of its relationship with Company under this Agreement, which
information is not available to the general public, shall be considered to be
“Confidential Company Information.”Affiliate may not disclose any Confidential Company Information to any
person or entity, except where compelled by law, unless Affiliate obtains prior
written consent for such disclosure from Company.

10.Term.

a.This Agreement shall take effect on , 20, and shall remain in full force and
effect indefinitely, or until terminated pursuant to this Section 10.

b.Either Party shall have the right to terminate this Agreement at any
time and for any cause.The terminating
Party must give written notice to the other Party at least 30 days prior to the
intended date of termination.

11.Taxes.Company shall not be
responsible for any taxes owed by Affiliate arising out of Affiliate’s
relationship with Company as set forth in this Agreement.Company shall not withhold any taxes from the
Commissions paid to Affiliate.

12.Limitation of Liability.Company
shall not be liable for any loss of profits or costs, or for any direct, indirect,
special, incidental or consequential damages, including costs associated with
the procurement of substitute goods or services (whether Company was or should
have been aware or advised of the possibility of such damage), arising out of
or associated with any loss, suspension or interruption of service, termination
of this Agreement, use or misuse of the Promotional Materials, or other
performance of services under this Agreement.

13.Governing Law.This Agreement shall be construed in
accordance with, and governed in all respects by, the laws of the State of __Nevada
, without regard to conflicts of law principles.

14.Counterparts.This Agreement may
be executed in several counterparts, each of which shall constitute an original
and all of which, when taken together, shall constitute one agreement.

15.Severability.If any part or parts of this
Agreement shall be held unenforceable for any reason, the remainder of this
Agreement shall continue in full force and effect. If any provision of this
Agreement is deemed invalid or unenforceable by any court of competent
jurisdiction, and if limiting such provision would make the provision valid,
then such provision shall be deemed to be construed as so limited.

16.Notice.Any notice required or otherwise given pursuant to this Agreement shall
be in writing and mailed certified return receipt requested, postage prepaid,
or delivered by overnight delivery service, addressed as follows:

17.Headings.The headings for section herein are for
convenience only and shall not affect the meaning of the provisions of this
Agreement.

18.Entire Agreement.This
Agreement constitutes the entire agreement between Company and Affiliate, and
supersedes any prior understanding or representation of any kind preceding the
date of this Agreement. There are no other promises, conditions, understandings
or other agreements, whether oral or written, relating to the subject matter of
this Agreement.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed the day
and year first above written.